Falwell's (Where's Nicky?) combination of counting book and nature tale, in an idyllic pond setting, begins with "Ten timid turtles, lounging in a line." These attractive Eastern Painted Turtles (identified at story's end), with sweetly placid eyes, intricate stripes and loops of yellow and orange on their shells and bodies, appear on every spread—but decrease in number with each turn of the page. Various creatures send them scuttling for cover off their log, one by one, and into the variegated blueness of the pond. First, a plump emerald bullfrog in flight reduces the group to nine; several pages later, the fluttering presence of a burnished brown butterfly knocks the number down to three. Into each spread, Falwell tucks a clue as to the next offender: in one, it's a fawn's spotted back, in another the feather of a chickadee floats on the pond's surface. After all 10 turtles make their exits, they reconvene on the pond floor to "settle for the night." Working in collages of papers, birch bark and leaf prints, Falwell makes every aqua-hued spread come alive with texture, both visually and ecologically. The final spreads provide succinct profiles of the pond inhabitants that appear in the story and explain how to make the same leaf prints that Falwell uses so effectively. This lush volume is sure to make a splash. Ages 3-up. (Aug.)